XMax Inc. (NASDAQ: NVFY) enters $4.8M cloud AI services pact
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
XMax Inc. reported that its wholly owned subsidiary XMax AI Inc. entered a Cloud Services Agreement with SuperX AI Technology USA for cloud infrastructure, large language model APIs, and related support services totaling US$4,800,000 in fees, payable monthly.
The contract covers cloud computing resources delivered via a third-party provider, API access to AI models, and value-added services such as architecture design, optimization, technical support, cost analysis, migration planning, security and compliance advisory, and technical training. XMax AI retains full ownership of all customer data, which Party B may access only as needed to perform services.
The agreement becomes effective when services commence and automatically renews for one-year terms unless either party gives at least 60 days written non-renewal notice before expiry. It may be terminated for dissolution, material breach, force majeure, mutual agreement, or legal requirements. Either party can also terminate on 30 days written notice, with XMax AI paying accrued fees and SuperX refunding unused prepayments and any remaining deposit within 10 days after termination.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Service fees: US$4,800,000
Renewal notice period: 60 days
Termination notice period: 30 days
+3 more
6 metrics
Service fees
US$4,800,000
Total fees under Cloud Services Agreement, payable monthly
Renewal notice period
60 days
Written non-renewal notice required before term expiry
Termination notice period
30 days
Either party may terminate with prior written notice
Refund timing
10 days
Deadline for refunding unused prepayments and deposit
Renewal term length
1 year
Automatic renewal period for the agreement
Discount period
12 months
Cumulative consumption discount cap per 12-month period
Key Terms
Material Definitive Agreement, Cloud Services Agreement, Customer Data, force majeure
4 terms
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement On April 22, 2026"
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Cloud Services Agreement technical
"entered into a Cloud Services Agreement (the “Agreement”) with SuperX AI Technology USA"
Customer Data technical
"Party A retains full ownership of all data, content and information stored, processed or transmitted through the Services (“Customer Data”)"
force majeure legal
"This Agreement terminates in the following circumstances, without liability ... (c) force majeure or mutual agreement"
Force majeure is a legal concept that refers to unexpected events beyond anyone’s control, such as natural disasters, war, or severe disruptions, that prevent a party from fulfilling their obligations. It matters to investors because it can delay or cancel agreements, affecting the timing and certainty of financial transactions and obligations. Essentially, it acts as a shield for parties facing unforeseen, uncontrollable problems.
FAQ
What did XMax Inc. (NVFY) announce in this 8-K filing?
XMax Inc. disclosed that subsidiary XMax AI Inc. signed a Cloud Services Agreement with SuperX AI Technology USA for cloud infrastructure, AI model APIs, and support services, with total service fees of US$4,800,000 payable monthly over the contract term.
How much is XMax Inc. (NVFY) paying under the new cloud services agreement?
The agreement sets total service fees at US$4,800,000, payable monthly. These payments cover cloud computing resources, access to large language models and AI APIs, and value-added services like architecture design, optimization, technical support, cost analysis, and security and compliance advisory.
Who are the parties to XMax Inc. (NVFY)’s cloud services agreement?
The contract is between XMax AI Inc., a wholly owned subsidiary of XMax Inc., as Party A and SuperX AI Technology USA as Party B. Party B provides cloud resources, AI model APIs, and related support services under the agreement’s defined terms and conditions.
How long does the XMax Inc. (NVFY) cloud services agreement last and how is it renewed?
The agreement becomes effective upon service commencement and runs for an initial term that automatically renews for one-year periods. Either party can prevent renewal by giving written non-renewal notice at least 60 days before the current term expires under the contract.
Who owns customer data under XMax Inc. (NVFY)’s cloud services deal?
XMax AI Inc. retains full ownership of all customer data stored, processed, or transmitted through the services. SuperX AI Technology USA may access this data only as necessary to perform its contractual obligations and is not permitted to use it for any other purposes.
Under what conditions can the XMax Inc. (NVFY) cloud services agreement be terminated early?
The agreement may end upon dissolution of a party, material breach, force majeure, mutual agreement, or legal requirement. Additionally, either party can terminate with 30 days written notice, triggering payment of accrued fees and refunds of unused prepayments and any remaining deposit.